ISLEWORTH HEALTHCARE ACQUISITION CORP. Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors or board of managers, as applicable, of each of Isleworth, Cytovia and the Sponsor.
The Business Combination
The Merger Agreement provides for, among other things, the following
transactions at the closing: (i) First Merger Sub will merge with and into
Cytovia (the "First Merger"), with Cytovia as the surviving company in the First
Merger as a wholly-owned subsidiary of Isleworth (the "Surviving Corporation"),
and immediately following the First Merger and as part of the same overall
transaction as the First Merger, the
The Business Combination is expected to close in the third quarter of 2022, following the receipt of the required approval by Isleworth's stockholders and the fulfillment (or waiver) of other customary closing conditions.
Business Combination Consideration
In accordance with the terms and subject to the conditions of the Merger
Agreement, each share of Cytovia Class A common stock, par value
Additionally, at the Closing and as set forth in the Merger Agreement, (i) each warrant to purchase Cytovia Common Stock ("Cytovia Warrants") will be converted into a warrant to purchase shares of combined company common stock, (ii) each option to purchase Cytovia Common Stock ("Cytovia Options"), whether vested or unvested, will be assumed and converted into an option to purchase a number of shares of combined company common stock, (iii) each restricted share award of Cytovia Common Stock will be exchanged for restricted share awards of Cytovia Common Stock subject to the same terms and conditions as were applicable to such restricted shares and (iv) each restricted stock unit award of Cytovia ("Cytovia RSU") will be converted into the right to receive restricted stock units based on shares of combined company common stock.
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The Exchange Ratio will be determined by dividing (i) the Cytovia Reference
Share Value by (ii)
One-half of the aggregate number of Earnout Shares will be issued if, during the
period beginning on the first anniversary and ending on the second anniversary
of the closing, the combined company's common stock achieves a market price of
Governance
Isleworth has agreed to take actions such that, effective immediately after the closing of the Business Combination, Isleworth's board of directors shall consist of seven directors, which directors shall be nominated pursuant to the Merger Agreement, which nominees include two Isleworth designees. Additionally, certain current Cytovia management personnel will join Isleworth as officers of the company and current members of the Cytovia board of directors will join the board of directors of combined company following consummation of the Mergers.
Representations and Warranties; Covenants
The Merger Agreement contains representations, warranties and covenants of each
of the parties thereto that are customary for transactions of this type,
including, among others, covenants providing for (i) certain limitations on the
operation of the parties' respective businesses prior to consummation of the
Business Combination, (ii) the parties' efforts to satisfy conditions to
consummation of the Business Combination, including by obtaining necessary
approvals from governmental agencies (including
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The shares of Isleworth Common Stock to be offered and sold in connection with the PIPE Financing and the shares of Isleworth Common Stock to be issued upon the conversion of the Convertible Note and the exercise of the Warrant issued pursuant to the Cellectis SPA have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof.
Item 7.01. Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that Isleworth and Cytovia have prepared for use in connection with the announcement of the Business Combination.
The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
This Current Report relates to a proposed business combination between Isleworth
and Cytovia. This document does not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Isleworth intends to file a
registration statement on Form S-4 that will include a proxy statement of
Isleworth, an information statement of Cytovia and a prospectus of Isleworth.
The proxy statement/information statement/prospectus will be sent to all
Isleworth and Cytovia stockholders as of a record date to be established for
voting on the proposed business combination and the other matters to be voted
upon at a meeting of Isleworth stockholders to be held to approve the proposed
business combination and other matters (the "Special Meeting"). Isleworth may
also file other documents regarding the proposed business combination with the
Investors and security holders will be able to obtain free copies of the proxy
statement/information statement/prospectus, and all other relevant documents
filed or that will be filed with the
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
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Isleworth, Cytovia and their respective directors, executive officers and other
members of their management and employees, under
Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination between Isleworth and Cytovia, including statements regarding the benefits of the proposed business combination, the anticipated timing of the proposed business combination, Cytovia's expectations regarding cash runway, projections of market opportunity, operating results, debt levels, potential revenues, business strategies, various addressable markets, anticipated trends, industry environment, developments in markets in which Cytovia operates, the initiation, timing, progress, scope and results of Cytovia's ongoing pre-clinical studies, planned clinical trials and research and development programs, the timing, availability and presentation of pre-clinical and regulatory developments, Cytovia's ability to timely file and obtain approval of investigational new drug applications for its planned clinical trials, the potential benefits of Cytovia's platforms, programs and product candidates, the development and the commercial potential, growth potential and market opportunity for Cytovia's product candidates, if approved, and the drivers, timing, impact and results thereof, the potential and future results of current and planned collaborations, Cytovia's ability to obtain and maintain regulatory approval of any of Cytovia's product candidates, Cytovia's plans to research, discover and develop additional product candidates, including by leveraging other technologies and expanding into additional indications, Cytovia's ability to expand its manufacturing capabilities, and to manufacture its product candidates and scale production, Cytovia's ability to meet certain milestones , and the effects of regulations and Isleworth's or Cytovia's projected future results. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "forecast," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," "positions," "enables" and similar expressions (including the negative versions of such words or expressions).
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) changes in domestic and foreign business, market, financial, political, economic and legal conditions; (ii) the risk that the proposed business combination may not be completed in a timely manner or at all, which may adversely affect the price of Isleworth's securities; (iii) failure to realize the anticipated benefits of the business combination or to obtain additional financing, including financing it intends to obtain prior to the consummation of the business combination to meet the minimum cash condition contained in the business combination agreement related to the proposed business combination and to fund operations and future product development; (iv) risks relating to the uncertainty of projected information, including Cytovia's ability to project future capital needs, cash utilization and potential cash inflows, and timing with respect to Cytovia and its product candidates; (v) uncertainties inherent in research and development, including related to safety, progression of and results from its ongoing pre-clinical studies and planned clinical trials candidates; (vi) difficulties arising from Cytovia's third-party licenses, or supply-chain or manufacturing challenges; (vii) unexpected safety or efficacy data observed during pre-clinical or clinical studies; (viii) the failure of the data from Cytovia's pre-clinical trials to be indicative in human trials; (ix) the ability of Cytovia to protect its intellectual property rights; (x) trends in the industry, changes in the competitive landscape, and delays or disruptions due to the COVID-19 pandemic, including the risk that the ongoing COVID-19 pandemic and the associated containment efforts may disrupt Cytovia's business and/or the global healthcare system (including its supply chain) more severely than it has to date or more
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severely than anticipated; (xi) the effects of competition on Cytovia's future business and the ability of the combined company to grow and manage growth profitably, maintain relationships with collaborators, manufacturers, suppliers, licensors or strategic partners and retain its management and key employees; (xii) changes in the legal and regulatory framework for the industry or unexpected litigation or disputes and future expenditures; (xiii) the risk that the proposed business combination may not be completed by Isleworth's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Isleworth; (xiv) the failure to satisfy the conditions to the consummation of the proposed business combination in the anticipated manner or on the anticipated timeline, including the approval . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1† Merger Agreement and Plan of Reorganization, dated as ofApril 26, 2022 , by and amongIsleworth Healthcare Acquisition Corp. ,IHAC First Merger Sub Inc. ,IHAC Second Merger Sub LLC ,Cytovia Holdings, Inc. , andIsleworth Healthcare Sponsor I, LLC . 10.1 Form of Sponsor Support Agreement. 10.2 Form of Stockholder Support Agreement. 10.3 Form of PIPE Subscription Agreement. 99.1 Press Release datedApril 26, 2022 . 99.2 Investor Presentation datedApril 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to
furnish supplementally a copy of all omitted exhibits and schedules to the
SEC upon its request.
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